The Members of CEAT Limited
Your Directors are pleased to present their Fifty-Seventh report together with theStandalone and Consolidated Audited Financial Statements of the Company for the year endedMarch 31 2016.
|FINANCIAL HIGHLIGHTS || || |
|I) Standalone: || ||Rs. in Lacs |
|Particulars ||2015-16 ||2014-15 |
|Total Revenue ||554131.05 ||557029.51 |
|Profit before Tax ||63606.94 ||44286.26 |
|Provision for: || || |
|Current Tax ||15057.86 ||13248.69 |
|Deferred Tax ||3296.81 ||1140.18 |
|Profit after Tax ||45252.27 ||29897.39 |
|Surplus brought forward from previous year ||77301.95 ||51937.23 |
|Amount available for appropriation ||122554.22 ||81834.62 |
|Appropriations: || || |
| Interim Dividend / Proposed Dividend on Equity Shares ||4651.76 ||4045.01 |
|Tax on Interim Dividend / Proposed Dividend ||714.11 ||487.66 |
| Amount Transferred to debenture redemption reserve ||1667.00 ||- |
|Surplus carried forward ||115521.35 ||77301.95 |
|II) Consolidated: || ||Rs. in Lacs |
|Particulars ||2015-16 ||2014-15 |
|Total Revenue ||574398.57 ||577473.30 |
|Profit before Tax ||64251.00 ||47156.83 |
|Provision for: || || |
|Current Tax ||16269.02 ||14433.54 |
|Adjustment of tax petaining to earlier years ||29.58 ||- |
|Deferred Tax ||3485.83 ||1331.09 |
|Profit after Tax & minority interest ||44648.80 ||31717.98 |
|Surplus brought forward from previous year ||83782.56 ||56597.22 |
|Amount available for Appropriation ||128490.14 ||88315.20 |
|Appropriations: || || |
| Interim Dividend / Proposed Dividend on Equity Shares ||4651.76 ||4045.01 |
|Tax on Interim Dividend / Proposed Dividend ||714.11 ||487.63 |
| Amount transferred to debenture redemption reserve ||1667.00 ||- |
|Surplus carried forward ||121457.27 ||83782.56 |
In the preparation of financial statements no treatment different from that prescribedin the relevant Accounting Standards has been followed.
On consolidated basis your Company recorded net revenue from operations of Rs.571412.49 Lacs with a negative growth of 0.67% over Rs. 575213.89 Lacs of the lastfiscal. The Company recorded a net profit of Rs. 44648.80 Lacs reflecting a growth of40.77% over net profit ofRs. 31717.98 Lacs of the last fiscal.
During the year under review CEAT continued to be one of the fastest growing tyreCompanies in India.
On standalone basis your Company recorded net revenue from operations of Rs.549414.78 with a decrease of 0.85% over Rs. 554142.02 Lacs of the last fiscal. TheCompany recorded a net profit ofRs. 45252.27 Lacs reflectinga growth of 51.36% over netprofit ofRs. 29897.39 Lacs of the last fiscal.
The global economy witnessed another year of sluggish growth. While advanced economiesshowed modest recovery emerging market and developing economies faced challenges. Amidstthe global growth challenges India emerged to be the fastest growing economy at 7.6%outpacing even China.
The Indian Automobile Industry in FY 2015-16 witnessed moderate growth of 2.6% over FY2014-15 which has been caused primarily on account of sluggish rural demand due toadverse economic conditions and a second consecutive year of poor monsoon.
The vehicle segments that drove overall growth in domestic market include PassengerSegment (Cars and Utility Vehicles) Medium and Heavy Commercial Vehicles (M&HCV) andScooters which grew in FY 2015-16 by 7.24% 29.91% and 11.79% respectively over FY2014-15. Passenger Segment growth has been highest in the last 5 (five) years mainly dueto new launches and discounts provided by the auto manufacturers. On the flip-side LightCommercial Vehicles (LCV) and motorcycles pulled down the sales growth.
In Tyre Industry the revenues remained muted with almost negligible growth in FY2015-16 over FY 2014-15 due to deflationary pricing unfavourable monsoons mutedinfrastructure growth and significant Anti-dumping probe in US for Chinese tyres has leadChinese manufacturers to push tyres to the developing economies. Chinese imports have alsoimpacted the Indian market most in the Truck Bus Radial (TBR) segment with a year on yeargrowth of 64%. This has translated into Chinese TBR tyres capturing ~35% of domestic TBRreplacement market.
Increase in radialization globally China dumping and weakening currencies of some keyemerging economy against Indian Rupee caused a significant contraction in export both involume and realization.
Another year of sluggish global growth aided by slow-down in China resulted in the rawmaterial prices remaining moderate throughout the year except last quarter of FY 2015-16which witnessed a spurt in the prices of natural rubber and crude.
Inspite of a sluggish top line growth the industry profit margins remained healthy onaccount of overall favourable input raw material costs.
STATE OF COMPANYS AFFAIRS
The Company continued its focus on new product development. A total of 70 new productswere launched in FY 2015-16. With an objective to penetrate further and improvecustomer reach the Company continued to expand its distribution network. The dealernetwork currently comprises of 4300+ dealers with 400+ CEAT Franchisees (Shoppes &Hubs) and over 250 distributors. The CEAT Shoppe network an exclusive retail channel ofthe Company is now at 231 outlets as compared to 176 outlets as at March 31 2015. CEATShoppes have contributed significantly in enhancing CEATs Brand image. They havealso contributed to the growth in sales of the passenger segment. The Companys newinitiatives viz. Multi Brand Outlet (MBO) and Shop in Shop (SIS) concepts have reflected ahealthy growth and have reached to 240+ and 45+ respectively in FY 2015-16. TheMBO and SIS concept aims at improving the product penetration in replacement market viaenhanced product and brand visibility across select dealer counters. Further to increasethe reach in replacement market with lower population strata the Company has expanded itspresence in the smaller towns and rural areas through an extensive distributor networkmainly for two-wheeler and passenger car tyres. As a result the number of districtscovered has gone up to over 600 from around 460 in FY 2014-15.
The Company launched two new television campaigns the "Our Grip YourStories" Campaign for utility vehicle tyres and the Tubeless campaign for motorcycletyres and also participated in key events like the MTV Roadies MTV Chase the MonsoonIndia Bike Week 2016 and Mahindra Adventure. These initiatives have enhanced the brand andproduct recall in the minds of end consumers.
The presence of an extensive distribution network combined with the appropriate mix inproduct portfolio and extensive marketing activities during the year under review hashelped the Company in increasing its volumes in the passenger segment.
In FY 2015-16 the exports volumes for the Company however came down by over 17%increase in imports.on the back of overall global slowdown sustained impact of low costChinese tyres increasing radialization in global markets and impact of relative currencymovement of key emerging and developing economies. While the global economy outlookcontinues to be sluggish the Company is relentlessly working to improve exports volumefrom the current levels.
One key milestone for the Company in the year gone by was adoption of its new purpose"Making Mobility Safer and Smarter Every day". Additionally the Company hasalso finalised its vision and strategy for the next five years.
The Company continued its journey of "Safer Cleaner and Healthier Workplace"by successfully clearing the yearly surveillance audit for ISO 140001 and OHSAS 18001 atits Bhandup Nashik and Halol manufacturing units with zero non conformity.
During the year under review the Company won the Gold for Best use of Mobile Mediaduring Drive Safe Dad campaign and Bronze award for Best use of Social Media during MTVChase the Monsoon Season 2 at The ABBYs. The Company also won the Gold for Best useof Digital Media and Bronze for the Best use of Digital Platforms at the Emvies withboth these awards being received for the Drive Safe Dad campaign.
Further with shift to an increased non-truck product mix considerable decrease infinance costs and moderate raw improved material prices the Companys profit duringthe year under review.
The Board at its meeting held on March 16 2016 declared an interim dividend of Rs.11.5 per equity share of Rs. 10.00 each (i.e.115%) for the financial year ended March 312016 and recommends the Members to confirm it as final dividend for the year ended March31 2016.
TRANSFER TO RESERVE
Your Directors have proposed not to transfer any sum to the General Reserve.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the close of financial year on March 31 2016 to whichthe financial statements relates and the date of this Report.
The Company had undertaken expansion of capacity at its Halol Plant by 120 MT/day formanufacturing with a capital outlay of Rs. 650 Crores which is expected to befully ramped up by first quarter of FY 2017-18. Towards this the Company has alreadycommissioned a capacity of 39 MT/day by the end of March 2016.
Further the Company had also planned to set-up a green field project with an initialcapacity of 120 MT/day to manufacture two-three wheeler tyres in Buti Bori near Nagpur inthe State of Maharashtra. This project with a capital outlay of Rs. 420 Crores will beimplemented in phases. The Company has already implemented the first phase of thisproject which has added a capacity of 15 MT/day. The Company expects to reach the fullcapacity of this project by the second quarter of FY 2017-18.
In addition to the abovementioned capacity enhancements at its own plants the Companywill also be investing Rs. 330 Crores in another greenfield project at Ambernath (nearMumbai) to produce off-highway radial tyres. This project is being set-up by its whollyowned subsidiary namely CEAT Specialty Tyres Limited. The commercial production at thisfacility is expected to start in the last quarter of FY 2016-17.
The Outlook of FY 2016-17 for the auto and auto ancillary sector is stable with volumegrowth expected to improve.
The passenger car segment is likely to grow by 8% in FY 2016-17 while the utilityvehicle segment is expected to grow by 12%.
The Commercial Vehicle (CV) segment is expected to clock single digit volume growth inFY 2016-17 with a Y-o-Y volume growth for M&HCVs expected to moderate to 8-10% fromalmost 30% levels in FY 2015-16. The key driver for the segments growth would be indemand for high tonnage vehicles as fleet owners seek to minimise their per tontransportation cost by taking advantage of improved road infrastructure in the country.The focus of Union Budget 2016 on infrastructure improvement is also expected to give aboost to M&HCV segment.
Motorcycles are likely to exhibit annual volume growth of ~3% in FY 2016-17 dependingon behaviour of the rural consumer. Scooters are however expected to continue to show adecent volume growth backed by urban-centric demand.
However the growth rate is expected to remain at 12% in FY 2016-17.
The overall outlook for the tyre industry therefore is estimated to be better in FY2016-17 with a volume growth of ~8-10%.
Radialisation in M&HCV is also expected to grow resulting in an increase in demandfor TBR tyres.
The Company expects to continue the growth path in passenger and two wheeler segments.Additionally it will also work to increase the share of pie in the expanding passengerradial market. As a result the Company expects to grow in FY 2016-17 on account of theincreased demand with a short term downward bias in profit margins due to increase inraw material prices from the FY 2015-16 levels. However the Company is working tomitigate this in future by its focused investments - in passenger segment capacitiesenhancing the brand visibility and product differentiation through technology and in newproduct development.
At the end of the year under review the Company had following four subsidiaries namelyCEAT Speciality Tyres Limited Mumbai Rado Tyres Limited Cochin Associated CEATHoldings Company (Private) Limited Colombo Sri Lanka (ACHL) CEAT AKKhan LimitedDhaka Bangladesh (CAL).
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding financial yearor has generated 20% of the consolidated income of the Company during the previousfinancial year.
A policy on material subsidiaries has been formulated by the Company and posted on thewebsite of the Company at the link http://www.ceat.com/Investors_intimation.aspx
CEAT Specialty Tyres Limited
CEAT Specialty Tyres Limited (CSTL) which is a wholly owned subsidiary of the Companyis engaged in manufacturing and sale of tyres for off-the-road vehicles/ equipment whichfind application across industries including ports construction mining and agriculture.
Towards this it plans to set up a green field initial capacity of 40 MT/day whichwould subsequently be ramped up to 100 MT/day. CSTL has already initiated the civil workof the said green field project. During the year under review CSTL has commenced tradingin Off- Highway tyres and sources these tyres from the Company. CSTL has registered in theyear under review a revenue of Rs. 10251.39 Lacs (Previous year Rs. 0.11 Lacs) and a netloss of Rs. 1205.65 Lacs in FY 2015-16 (Previous year Rs. 30.65 Lacs).
Rado Tyres Limited
Rado Tyres Limited (RTL) works currently supplies its entire production of automotivetyres to the Company. During the year under review RTL registered a revenue of Rs.1201.40 Lacs as compared to a revenue of Rs. 1158.23 Lacs in FY 2014-15 registering agrowth of 3.73%. The net loss for the year under review has however gone up to Rs. 124.46Lacs from Rs. 22.77 Lacs in the previous year mainly due to significant of wages to theworkmen/employees under the new Long Term Settlement (LTS) huge maintenance costincreased power cost and accounting for various one time expenditures like employeebenefit expenses (including gratuity provisions on revised wages paid under new LTSAgreement) etc.
Details of ACHL and CAL are given below under the heads "Joint Venture in SriLanka" and "Joint Venture in Bangladesh".
JOINT VENTURE IN SRI LANKA
ACHL the Companys investment arm in Sri Lanka has a 50:50 joint venture companyviz. CEAT-Kelani Holdings Private Limited which operates four manufacturing plantsthrough its wholly owned subsidiaries in Sri Lanka.
During the year under review ACHL has registered a lower revenue of LKR 46338.11 Lacs(Rs. 21843.79 Lacs) as compared to LKR 47397.21 Lacs (Rs. 22096.58 Lacs) in FY2014-15. However the profit after tax has grown by 6.21% to LKR 7927.68 Lacs (Rs.3659.56 Lacs) as compared to LKR 7463.91 Lacs (Rs. 3532.74 Lacs) in FY 2014-15. TheACHLs joint venture continues to enjoy the overall market leadership in allcategories of tyres in Sri Lanka.
ACHL has been consistently paying dividends and it has during the year under reviewpaid a dividend of Rs. 1167.86 Lacs to the Company.
JOINT VENTURE IN BANGLADESH
As reported in the previous year the Company has a 70:30 joint venture (JV) companyCEAT AKKhan Limited (CAL) which is setting up a green field facility for manufacture ofautomotive bias tyres in Bangladesh. However CAL has been selling automative tyres in thelocal market in the last more than 2 years. For this purpose CAL has been outsourcing CEATbranded automative tyres from the Company. It has registered in the year under review arevenue of BDT 6704.53 Lacs (Rs. 5617.06 Lacs) as compared to BDT 5980.76 Lacs (Rs.4709.25 Lacs) in FY 2014-15. The net loss for the year under review is BDT 594.91 Lacs(Rs. 435.50 Lacs) as compare to the net loss of previous years BDT 1392.48 Lacs (Rs.1054.49 Lacs).
A report on the performance and financial position of each of the Companysaforesaid subsidiaries forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) ofSEBI (Listing Obligations and Disclosure Requirment) Regulations 2015 the ConsolidatedFinancial Statements of the Company including the financial details of all the subsidiarycompanies of the Company forms part of this Annual Report. The Consolidated FinancialStatements have been prepared in accordance with the Accounting Standards issued by theInstitute of Chartered Accountants of India.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations andDisclosure Regulations) Regulations increase in payment 2015 the Company has constituteda Risk Management Committee. The details of this Committee and its terms of referenceare set out in the Corporate Governance Report which forms part of this Report.
The Company has in place a Business Risk Management framework to identify risks andstrive to create transparency minimize adverse impact on the business and enhance the Companyscompetitive advantage.
Pursuant to the aforesaid business risk framework the Company has already identifiedthe business risks associated with its operations and an action plan for mitigation of thesame is already in place. The business risks and its mitigation have been dealtwith in the Management Discussion and Analysis section of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has formed a committee on Corporate Social Responsibility inaccordance with Companies Act 2013. The composition of the same has been given inCorporate Governance Report.
As part of its initiatives under "Corporate Social Responsibility" (CSR) andits vision to drive holistic empowerment of the community & thesociety at large the Company has undertaken following projects in accordance withits CSR policy read with Schedule VII of the Companies Act 2013 through RPGFoundation (the Trust) a public charitable trust qualified to undertake CSR activities:
i. Vision/Eye Care (Project-Netranjali) the Company through the RPG Foundation launchedthis flagship programme in FY 2014-15 to work towards the cause of preventing avoidableblindness in India. This is a key need in India as India has the worlds largestblind population with 80% of cases of blindness being preventable with early stageinterventions. Three different target groups were covered via this project schoolchildren slum communities and truckers/drivers. In FY 2015-16 657880 beneficiarieswerecovered through eye checkup camps and awareness sessions. Futher 66430 beneficiarieswere screened with 18595 receiving free spectacles.
ii. Women Empowerment (Project-Swayam) This project is working on Promotion of GenderEquality and Womens Empowerment by driving powerful social change in the motordriving/transport industry. It aims to empower less privileged women by training them indriving skills to enhance their livelihood across various sectors like Taxi school vansentrepreneurial ventures etc. In FY 2015-16 more than 3000 less privileged women weremobilised from low income communities and 1744 were trained in Mumbai ThanePune Nashik Nagpur Hyderabad Bangalore Chennai Madurai New Delhi Mathura and alsomobilised women in Coimbatore Tiruppur.
iii. Primary Education (Project-Pehlay Akshar) This project is a large scale programfor Primary Education with special focus on practical English speaking and reading skillsto enhance employability thereby giving these children an equal opportunity for makingtheir lives brighter. In FY 2015-16 the Company reached out to 2580 children across 21schools in Bhandup Worli Nashik and Halol.
iv. Community Development- Water and Malnutrition
(Project-Jeevan) - This is an integrated community development project which focuses onimproving all round quality of life in the areas of clean drinking water sanitation andoverall health and nutrition based interventions amongst others. In FY 2015-16 theproject reached out to 750 children and adolescent girls to provide nutrition supplementsand awareness sessions on health and hygiene. Besides this the project also reached outto 10000 children in 7 schools for providing safe drinking water while also carrying outinstallations of rain harvesting structures in 4 schools benefitting 5600 people.Further in response to the Swachh Bharat Abhiyan of the Government of India the Trusthas made sanitation facilities available to 5000 individuals through construction ofindividual and community toilets in the communities around the Companys plants.
v. Employability - Skill Development (Project-Saksham) This project is a skilldevelopment program which focuses on alternate livelihoods training for empowering thewomen and technical training to the youth. In FY 2015-16 the project trained 763 lessprivileged women and youths from slums and rural communities in tailoring embroiderymobile phone repairing bag making patient care assistance program etc. as analternate livelihood option.
The Annual Report on CSR activities in pursuance of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as "Annexure A".
The Company has spent the entire amount of Rs. 773.35 Lacs towards CSR activitiesduring the FY 2015-16.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has adopted vigilmechanism in the form of Whistle Blower Policy to deal with instances of fraud ormismanagement if any. The Policy can be accessed at the website of the Company at linkhttp://www.ceat.com/Investors_intimation.aspx.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions for purpose ofidentification and monitoring of such transactions. The said policy on Related PartyTransactions as approved by the Board is uploaded on the Companys website.
All Related Party Transactions are placed before the Audit Committee and also theBoard/Members for their approval wherever necessary. The related party transactionsentered during the financial year were on an arms length basis and in the ordinarycourse of business except the contracts/arrangements or transactions entered into by the
Company with related parties referred to in sub-section (1) of Section 188 ofthe Companies Act 2013 during the course of business but which were not at armslength basis. The details of the same are annexed herewith as "Annexure B"in the prescribed Form AOC-2.
The paid up equity capital of the Company as on March 31 2016 was Rs. 4045.01 Lacs.The said shares are listed on the BSE Limited and the National Stock Exchange of IndiaLimited. There is no change in the paid-up capital of the Company during the yearunder review.
During the year under review the Company has issued and allotted 2000 SecuredRedeemable Non-Convertible Debentures of Rs. 10 Lacs each on private placement basisaggregating to Rs. 20000 Lacs. The said Secured Redeemable Non-Convertible Debentures arelisted on BSE limited.
Your directors are pleased to inform you that during the year under review the longterm credit rating of the Company improved from A+ to AA- by its rating agencies viz. CAREand India Ratings (Fitch). The rating of AA- indicates high degree of safety regardingtimely servicing of financial obligations and very low credit risk.
The short term facilities of the Company have been granted the rating of A1+ by CAREand India Ratings (Fitch). The rating of A1+ indicates very strong degree of safetyregarding timely payment of financial obligations and carries the lowest credit risk.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in the prescribed FormMGT-9 is annexed herewith as "Annexure C".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with Section 134(3)(m) of the Companies Act2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed hereto as "AnnexureD" and forms part of this report.
PARTICULARS OF EMPLOYEES
The statement required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (said Rules) in respectof employees of the Company are required to be set out in this report. However thesecond proviso of the sub rule (3) of Rule 5 of said Rules permits the Company to providethe said statement on specific request of member in writing. Therefore the Annual Reportexcluding the said statement is being sent to all the members of the Company and suchstatement shall be made available to the members on request.
The prescribed particulars of employees required under
Section 134(3)(q) and Rule 5(1) of the said Rules are attached as "AnnexureE" and forms part of this report.
Your Company is eligible to accept deposit from public pursuant to Section 76 of theCompanies Act 2013 ("the Act") and the Companies (Acceptance of Deposits)Rules 2014 ("the Rules"). Pursuant to the Special Resolution passed by themembers at the Annual General Meeting (AGM) of the Company held on September 26 2014 theBoard of Directors of the Company approved the Fixed Deposit Scheme for acceptance ofdeposits from Members and persons other than Members in accordance with the requirementsof the Act and the Rules.
The Fixed Deposits of Rs. 3415.85 Lacs accepted by the Company pursuant to the saidFixed Deposits Scheme were outstanding as on March 31 2016.
The Company has not accepted any fresh deposits during the year under review.
Further in accordance with Rule 19 of the Rules deposits accepted by the Companyunder the Companies Act 1956 and the Rules made thereunder (Earlier Deposits) theCompany shall continue to repay such Earlier Deposits and the interest due thereon forthe remaining period in accordance with the terms conditions and period of such EarlierDeposits in compliance of the Act and the Rules. The amount of Earlier Depositsoutstanding as on March 31 2016 was Rs. 1067.22 Lacs.
There were no defaults in respect of repayment of any deposits or payment of interestthereon during the year under review. The Company has not accepted any deposits which arenot in compliance with the requirements of the Act.
The Company has no overdue deposits other than the unclaimed deposits as at the end ofthe year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In terms of Section 134 (3) (g) the Report of the Board of Directors shall include thedetails of particulars of Loans Guarantees and Investments under Section 186 of theCompanies Act 2013 granted are given in the notes to the Financial Statements. Theloans and/or advances given to the employees bear interest at applicable rates.
Messrs Vinay Bansal Atul C. Choksey S. Doreswamy Mahesh S. Gupta Haigreve KhaitanKantikumar R. Podar Ms.PunitaLalandMr.RanjitV.PanditareIndependentDirectors on the Boardof the Company whereupon the composition of the Board of Directors duly meets thecriteria stipulated in Section 152 of the Companies Act 2013.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Mr. Paras K. Chowdhary who was appointed as Non-Executive Director has alreadycompleted 3 years from the last date of his employment as the Managing Director/Whole-time Director of the Company and has furnished a declaration that he iseligible for appointment as an Independent Director as he is not holding the position ofkey managerial personnel or has been an employee of the Company or any of itssubsidiaries or associate company during the three immediately preceding financial years.
In accordance with the Companies Act 2013 and Articles of Association of the CompanyMr. Arnab Banerjee retires by rotation and being eligible offers himself forre-appointment.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the Non-Executive Directors vis--visthe Company along with criteria for such payments and disclosures on the remuneration ofthe Directors along with their shareholding are disclosed in Form MGT-9 which formsa part of this Report.
KEY MANAGERIAL PERSONNEL
During the year under review the Company appointed Mr. Manoj K. Jaiswal as ChiefFinancial Officer in place of Mr. Subba Rao Amarthaluru who had resigned as ChiefFinancial Officer of the Company. The Company had in the previous years appointed Mr.Anant V. Goenka as Managing Director Mr. Arnab Banerjee as Executive Director-Operationsand Mr. H. N. Singh Rajpoot as Company Secretary.
Pursuant to the provisions of Section 203 read with Section 2(51) of the Companies Act2013 they are deemed to be Key Managerial Personnel.
INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS
There are no relationships between the Directors inter-se except Mr. H. V. GoenkaChairman and Mr. Anant V. Goenka Managing Director who is the son of Mr. H. V. GoenkaChairman.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the Code of Conduct for Independent Directors specified under the CompaniesAct 2013 and requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 the Company has framed a familiarisation programme for allits Independent Directors to familiarize them on their roles rights andresponsibilities in the Company the nature of the industry in which the Company operatesand its business model. The familiarisation programme posted on the website of the Companyat the link http://www.ceat.com/Investors_intimation.aspx.
POLICY ON APPOINTMENT TRAINING EVALUATION AND REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy on Appointment (including criteria thereof) Training Evaluation andRemuneration of Directors Key Managerial Personnel and Senior Management Personnel (SMP)and their remuneration which is enclosed as "Annexure F".
EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS
For the purpose of evaluation the Board finalised a questionnaire and engaged a thirdparty to conduct an independent online confidential survey using the said questionnaire.The results of the survey were then deliberated at Board Meeting and evaluation of theBoard its Committees and the Directors were reviewed and follow-up actions suggested.
MEETINGS OF THE BOARD OF DIRECTORS
During the year 6 (Six) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Detailed composition of the mandatory Board Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Risk Management Committee and non-mandatory committee viz.Finance & Banking Committee and Special Investments/Project Committee number ofmeetings held during the year under review and other related details are set out in theCorporate Governance Report which forms a part of this Report.
There have been no situations where the Board has not accepted any recommendations ofthe Audit Committee.
The Company has formed Audit Committee and composition of the same has been given inCorporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:
i. The applicable Accounting Standards have been followed in the preparation of theannual accounts along with the proper explanation relating to material departure if any.
ii. Such accounting policies have been selected and applied consistently and suchjudgements and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company in the Balance Sheet as at March31 2016 and the Statement of Profit and Loss for the said financial year ended March 312016.
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv. The annual accounts have been prepared on a going concern basis.
v. The proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively.
vi. The systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and are operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT
In compliance with the Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 separate section on Management Discussion and Analysisas approved by the Board of Directors which includes details on the state of affairs ofthe Company as required to be disclosed in the Annual Report. Further the CorporateGovernance Report duly approved by the Board of Directors together with the certificatefrom the Statutory Auditors confirming the compliance with the requirements of Clause 49of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as the case may be forms part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on Business Responsibility for the year under review has notbeen made as the Company does not form part of top 100 listed entities based on marketcapitalization as on March 31 2016.
The Company had at its AGM held on September 26 2014 appointed Messrs S R B C &CO LLP as the Statutory Auditors for a period of 3 (three) consecutive years from theconclusion of the fifty-fifth AGM to the conclusion of the fifty-eighth AGM subject toratification of their appointment every year. They have confirmed that their saidappointment if ratified at the ensuing AGM will be in compliance with Sections 139 and141 of the Companies Act 2013.
The Board has appointed Messrs KPMG as Internal Auditors for the period of 1 (one) yearending on March 31 2017 under Section 138 of the Companies Act 2013 and they havecompleted the internal audit as per the scope defined by the Audit Committee.
The Company has appointed Messrs Parikh and Associates Company Secretaries to conductthe Secretarial Audit for the financial year ended March 31 2016. As required by Section204 of the Companies Act 2013 and rules made thereunder. The Secretarial Audit Reportfurnished by Messrs Parikh and Associates is annexed to this report as "AnnexureG".
The Board of Directors has appointed Messrs N. I. Mehta & Co. Cost Accountants asCost Auditors of the Company for FY 2016-17 and recommends ratification of theirremuneration by the Members at the ensuing AGM.
EXPLANATION AND COMMENTS ON AUDITORS AND SECRETARIAL AUDIT REPORT
There is no qualification disclaimer reservation or adverse remark made either by theStatutory Auditors in Auditors Report or by the Company Secretary in practice (SecretarialAuditor) in the Secretarial Audit Report.
The Statutory Auditors have not reported any instances of fraud to the CentralGovernment and Audit Committee as per the provisions of Section 143 (12) of the CompaniesAct 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS
There are no significant and Regulators or Courts or Tribunals impacting the goingconcern status and Companys operations in future.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there was no change in the nature of the business.
INTERNAL FINANCIAL CONTROL
Details in respect of adequacy on internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis which forms partof Annual Report.
CEAT continues to be a people focused organization continuously building nextgeneration leadership.
One of the main enablers of achieving CEAT vision 2016-2021 is UnleashingTalent which emphasizes on people focus of the organization. The Company has increased itsinvestment and capacity in training and development to develop people to their maximumpotential. Focus on training and development continued through a combination offunctional technical and behavioral training programs adding up to 3.96 man-days peremployee of training in 2015-16. The Company has been persistent on achieving process andquality excellence by building internal academies and involving employees at thegrass-root level in continuous improvement through Total Quality Management (TQM)initiatives.
DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 4 (four) Internal Complaints Committee(ICC) have been set up to redress complaints. ICC have not received any complaintsduring the year under review.
Your Directors place on record their appreciation for the continued support andco-operation received from the employeesorders passed customersby the suppliersdealers financial institutions banks and members towards conducting the business of theCompany during the year under review.
| ||On behalf of the Board of Directors |
| ||H. V. Goenka |
| ||Chairman |
|Place: Mumbai || |
|Date: April 27 2016 || |